3.  CHANGE AGREED

3.1.  If the Parties cannot agree the contents of the Estimate then the dispute shall be determined in accordance with the Dispute Resolution Procedure.

3.2.  As soon as practicable after the contents of the Estimate have been agreed (and in any even within or otherwise determined, the Authority shall

(a)  issue a Confirmation Notice; or

(b)  withdraw the Authority Notice of Change.

3.3.  If the Authority does not issue a written notice pursuant to paragraph [             ] of this Part 5 of this Change Protocol within twenty (20) Business Days of receipt of a written notice served by the Contractor (which notice may only be served after expiry of a period of [three (3)] Months from the date the Authority receives the Estimate requiring the Authority either to confirm the Estimate or withdraw the Authority Change Notice then the Authority Change Notice shall be deemed to have been withdrawn.

3.4.  Where an Authority Change Notice is withdrawn pursuant to paragraph 3.2 of this Part 5 of this Change Protocol or deemed to have been withdrawn pursuant to paragraph 3.3 of this Part 6 of this Change Protocol, the Authority shall pay to the Contractor within twenty (20) Business Days of receipt of an invoice for such amount, the reasonable Third-Party Costs (which shall not be greater than that proposed in the any agreed Third Party Costs including any costs incurred by the Senior Lender in carrying out due diligence) incurred by the Contractor in preparing the Estimate provided that

(a)  the Contractor has satisfied the Approval Criteria and other requirements of this Change Protocol in all material respects;

(b)  the Contractor has included in the Estimate a cost breakdown of the estimate of third-party costs to be incurred by the Contractor in preparing the Contractor Stage 2 Response and the Authority has (acting reasonably):

(i)  the Authority approved such estimate of third-party costs and the type of third-party prior to any Third-Party Costs being incurred and been provided with such evidence as it may reasonably require in order to verify such Third-Party Costs; and

(ii)  No cap or fixed fee agreed with the Contractor in respect of any Third-Party Costs has been exceeded.